This Terms of Service Agreement (the “Terms”) is an agreement between you and Independent Stationers, Inc. (“ISI”) containing the terms and conditions that govern your use and access of the website available at http://www.independentstationers.coop/ and the services provided therein (together, the “Site”). PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SITE. BY ACCESSING THE SITE OR ANY CONTENT ON THE SITE, YOU AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, THEN YOU MAY NOT ACCESS THE SITE OR USE THE CONTENT OR ANY SERVICES IN THE SITE. ISI’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THESE TERMS AND CONDITIONS, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY ISI, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

MODIFICATIONS OF TERMS

ISI may, in its sole discretion, modify the Terms at any time effective upon posting the modified Terms on the Site, with or without additional notice to you. You are responsible for regularly reviewing information posted on this Site to obtain timely notice of such changes, and to stop using the Site if you do not agree to the amended Terms, and to provide ISI notice to remove you from any distribution lists or other communication list related to the Site. YOUR CONTINUED USE OF THE SITE AFTER SUCH POSTING (OR OTHER NOTIFICATION, IF ANY) MEANS YOU ACCEPT AND AGREE TO BE BOUND BY THE MODIFIED TERMS.

Content ownership and Usage Rights

ISI shall retain all worldwide rights in the intellectual property of the Site, including, but not limited to, trademarks, the “look and feel” of the Site, its color combinations, layout, and all other graphical elements, and the copyright in and to its original content and works. You should assume that everything you read or see on the Site is copyrighted or otherwise protected and owned by ISI, or a third party who licensed the right to use such content to ISI. Nothing that you read or see on the Site or other site content, or any of the source code or HTML code that ISI uses to generate the Site may be copied, reproduced, modified, distributed, transmitted, shared, republished, displayed, or performed for commercial use without the prior written consent of ISI, except as otherwise provided in the Terms or otherwise permitted by relevant law.

ISI takes steps to discourage and deter the public dissemination of certain, sensitive, posted material, such as price lists and rebates. These steps include requiring user logins and passwords for access to certain material and providing notice to users of the Site that certain materials may be sensitive and should not be shared with others. Nevertheless, ISI does not have the ability to prevent users of the Site from distributing or sharing any material posted on the Site. By posting and submitting content to the Site or to ISI for the posting on the Site, you understand and agree that ISI is not responsible for the distribution or sharing of posted materials beyond their intended audience. Additionally, by posting and submitting content to the Site or to ISI for the posting on the Site, you grant to ISI and warrant you have the right to grant, a non-exclusive, royalty-free, worldwide, irrevocable, transferrable, and perpetual right and license to others that access the Site.

USER CONDUCT

As a condition of use, you agree not to use the Site for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by ISI. By way of example, and not as a limitation, you agree not to use the Site:

a) to abuse, harass, threaten, impersonate, or intimidate others;

b) to post or transmit, or cause to be posted or transmitted, any content that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive, profane, or otherwise violates any law or right of any third party;

c) for any illegal or unauthorized purpose. If you are accessing the Site from outside the United States, you agree to comply with all local laws regarding online conduct and use of the Site;

d) to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain any password or other confidential information, or private information from any Site user;

e) to create or submit unwanted email (“Spam”) to any other person or any URL;

g) to use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission;

h) to take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure;

i) to interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;

j) to bypass any measures we may use to prevent or restrict access to the Site or any part of the Site;

k) to advertise to, or solicit, any user to buy or sell any products or services or to use any information obtained from the Site in order to contact, advertise to, solicit, or sell to any Site user without their prior explicit consent;

l) engage in any action which ISI determines is detrimental to the use and enjoyment of the Site.

USER ACCOUNT AND PASSWORD

If you are provided an account with ISI, you will create or be provided a username and password. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify ISI of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. ISI (and its affiliated companies) cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

ISI reserves the right, without notice and at its sole discretion, to suspend or terminate the Terms and/or your ability to access or use the Site, and to block or prevent future access to and use of the Site for any reason, including your breach of the Terms or other conduct by you that ISI considers inappropriate. ISI reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. You agree that neither ISI nor any of its parent or subsidiary companies shall be liable to you or to any third party for any modification, suspension or discontinuance of the Site.

DEALINGS WITH OTHERS

Your correspondence or business dealings with, or participation in promotions of, advertisers or third-parties found on or through the use of the Site, including payment for and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertisers or third parties. You agree that neither ISI shall be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or third-parties on the Site.

INDEMNITY

You will indemnify and hold harmless ISI, its parents, subsidiaries, affiliates, customers, vendors, officers and employees from any liability, damage or cost (including reasonable attorneys. fees and cost) from any claim or demand made by any third party due to or arising out of your access to the Site, use of the services available on the Site, violation of the Terms by you, or the infringement by you of any intellectual property or other right of any person or entity.

WARRANTY DISCLAIMERS AN LIMITATION OF LIABILITY

Care has been taken in acquiring and providing the information included and posted on the Site. Nonetheless, ISI makes no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness or completeness of that information and assumes no responsibility for any errors or omissions therein. USER ACCESSES THIS SITE AT HIS OR HER OWN RISK. THE SITE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE SPECIFICALLY DISCLAIMED. NEITHER ISI NOR ITS AFFILIATES, EMPLOYEES, AGENTS OR THIRD PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY LOSS RESULTING FROM USE OR UNAVAILABILITY OF INFORMATION OR CONTENT ON THIS SITE, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOSS OR DAMAGE TO DATA, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, COMPENSATORY OR INCIDENTAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM NEGLIGENCE OR OMISSION OF ISI, COMPUTER VIRUSES OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, IN NO EVENT SHALL ISI OR ITS SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL THEORY (i) WITH RESPECT TO THE SITE, YOUR USE OR INABILITY TO USE THE SITE, THE SERVICES OR ANY CONTENT FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITES OR IN CONNECTION WITH THE SERVICES; OR (iv) ANY OTHER MATTER RELATING TO THE SITES OR SERVICES.OR v) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

ISI SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND ISI HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

COPYRIGHTS AND COPYRIGHT AGENT

ISI respects the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied on the Site in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide ISI’s Copyright Agent the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

(b) a detailed description of the copyrighted work or other intellectual property that you claim has been infringed;

(c) a detailed description of where the material that you claim is infringing is located on the site;

(d) your address, telephone number, and email address;

(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright/intellectual property owner, its agent, or the law;

(f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf. ISI’s agent for notice of claims of copyright or other intellectual property infringement is as follows:

Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is infringing your copyright.

INTENDED AUDIENCE

Unless otherwise specified, the Site is presented solely for the purpose of promoting products available in the United States. ISI makes no representation that the Site is appropriate or available for use in other locations. Those who choose to access the Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Consistent with the Children’s Online Privacy Protection Act, we do not knowingly request or accept information submitted to this site by any visitor under 13 years of age. If we become aware that an individual under 13 has provided information to us through this site, we will not use or disclose that individual’s information for any purpose unless required to do so by law.

Linking and Framing

ISI does not object to links on third-party sites to the homepage of the Site in an appropriate context. However, “framing” or “mirroring” the Site or any of their content is prohibited without the prior written consent of ISI.

The Site may provide links to other sites or resources available on the Internet. Because ISI has no control over such sites and resources, you acknowledge and agree that ISI is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that ISI shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

Trademarks and trade names

INDEPENDENT STATIONERS®, VALUE PLUS OFFICE PRODUCTS®, LEGACY, OP OFFICE PLUS®, VALUE PLUS®, OFFICE PLUS®, ONE SOURCE PROCUREMENT®, IS.GROUP®, D-FORCE®, and OFFICE NETWORK®, the website graphics, logos, designs, page headers, button icons, scripts, and other service names are the trademarks and trade names of ISI. ISI’s trademarks and trade names may not be used, including as part of trademarks or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion.

Electronic Communications

We use reasonable security measures and take reasonable system, process and administrative precautions to protect the security and integrity of email and other electronic communications that you may send to us. Despite all these precautions, no method of transmission over the Internet is entirely secure and we cannot guarantee the confidentiality or security of the electronic communications or its contents. You transmit such information at your own risk and you should decide very carefully which information you want to send us via any electronic communication.

When you send e-mail to us, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

SECURITY

Users of the Site are prohibited from violating or attempting to violate the security of the Site. ISI will investigate occurrences of possible violations and will cooperate with all applicable law enforcement authorities in prosecuting violators.

Miscellaneous

The Terms constitutes the entire agreement between users of the Site and ISI, and regarding the subject matter hereof. If you breach any term of the Terms, ISI may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. ISI’s remedies are cumulative and not exclusive. Failure of ISI to exercise any remedy or enforce any portion of the Terms at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter. Users of this Site are responsible for compliance with all applicable regulations and laws. Any dispute arising out of the Terms shall be governed by the laws of Indiana, notwithstanding any conflicts of law principles. Any action relating to the Terms must be filed and maintained in a court in the state of Indiana, USA, and users consent to exclusive jurisdiction and venue in such courts for such purpose.